Whistleblower Policy

1. Introduction

The Sanos Group companies are committed to the highest standards of openness, honesty, decency and accountability.

An important aspect of accountability and transparency is a mechanism to enable staff and other stakeholders of Sanos Group to voice concerns in a responsible and effective manner. It is a fundamental term of every contract of employment that an employee will faithfully serve his or her employer and not disclose confidential information about the employer’s affairs. Nevertheless, where an individual discovers information which they believe shows serious malpractice or wrongdoing within the organization then this information should be disclosed internally without fear of reprisal, and there should be arrangements to enable this to be done independently of line management.

Sanos Group will provide protection to employees against being dismissed or penalized as a result of publicly disclosing legitimate serious concerns. Sanos Group has endorsed the provisions set out below to ensure that no members of staff should feel at a disadvantage in raising such legitimate concerns.

It should be emphasized that this policy is intended to assist individuals who believe they have discovered malpractice or impropriety. It is not designed to question financial, or business decisions taken by the Sanos Group companies nor should it be used to reconsider any matters which have already been addressed under harassment, complaint, disciplinary or other procedures.

2. Scope

This policy is designed to enable employees of the Sanos Group companies to raise concerns internally and at a high level and to disclose information which the individual believes shows malpractice or impropriety. This policy is intended to cover concerns which are in the public interest and may at least initially be investigated separately but might then lead to the invocation of other procedures e.g. disciplinary. These concerns could include:

  • Financial malpractice or impropriety or fraud
  • Failure to comply with a legal obligation or Statutes
  • Dangers to Health & Safety or the environment
  • Criminal activity
  • Improper conduct or unethical behavior
  • Attempts to conceal any of these.

Other matters, including HR matters, minor breaches of internal guidelines, complaints about other employees’ behavior including information on less serious workplace conflicts and disagreements are not covered by the scope of the whistleblower scheme. These types of matters are important and should be dealt with accordingly with an immediate manager or with the CEO.

3. Safeguards

This Policy is designed to offer protection to those employees of who disclose such concerns provided the disclosure is made:

  • In good faith;
  • In the reasonable belief of the individual making the disclosure that it tends to show malpractice or impropriety and if they make the disclosure to an appropriate person (see below).

It is important to note that no protection from internal disciplinary procedures is offered to those who choose not to use the procedure. In an extreme case, malicious or wild allegations could give rise to legal action on the part of the persons complained about.

The Sanos Group companies will treat all such disclosures in a confidential and sensitive manner. The identity of the individual making the allegation may be kept confidential so long as it does not hinder or frustrate any investigation. However, the investigation process may reveal the source of the information and the individual making the disclosure may need to provide a statement as part of the evidence required.

This Policy encourages individuals to put their name to any disclosures they make. Concerns expressed anonymously are much less credible, but they will also be considered in spite being anonymous. In exercising this discretion, the factors to be taken into account will include:

  • The seriousness of the issues raised;
  • The credibility of the concern;
  • The likelihood of confirming the allegation from attributable sources.

If an individual makes an allegation in good faith, which is not confirmed by subsequent investigation, no action will be taken against that individual. In making a disclosure the individual should exercise due care to ensure the accuracy of the information. If, however, an individual makes malicious or vexatious allegations, and particularly if he or she persists with making them, disciplinary action may be taken against that individual.

4. Procedure

All complaints will be sent to an independent third-party vendor. On receipt of a complaint of malpractice by the independent third-party vendor, the information will within seven days confirm receipt and make an assessment of whether the report is covered by the whistleblower scheme. The procedure for handling complaints are as follows:

  • Complaints of malpractice will be directed to an investigating officer team which will be the Group CEO, Group CFO and a member of the audit committee unless the complaint is against these individuals. In such cases, the complaint will be passed directly to a member of the audit committee for investigation.
  • In the case of a complaint, which is in any way connected with but not against the Group CEO or Group CFO, a Senior Manager or external party will be nominated to act as an alternative investigating officer.
  • All complaints will be reported to the board of directors at the first upcoming meeting following the complaint.

If there is evidence of criminal activity, then the investigating officer should inform the police. Sanos Group will ensure that any internal investigation does not hinder a formal police investigation.

Due to the varied nature of these sorts of complaints, which may involve internal / external investigators and / or the police, it is not possible to lay down precise timescales for such investigations. The investigating officer should ensure that the investigations are undertaken as quickly as possible without affecting the quality and depth of those investigations.

The investigating officer, should as soon as practically possible, send a written acknowledgement of the concern to the complainant and thereafter report back to them in writing the outcome of the investigation and on the action that is proposed. If the investigation is a prolonged one, the investigating officer should keep the complainant informed, in writing, as to the progress of the investigation and as to when it is likely to be concluded.

All responses to the complainant should be in writing and sent to their home address marked “confidential”.

The investigating officer should follow these steps:

  • Full details and clarifications of the complaint should be obtained.
  • The investigating officer should inform the member of staff against whom the complaint is made as soon as this is practically possible. The member of staff will be informed of their right to be accompanied by a trade union or work colleague at any future interview or hearing held under the provision of these procedures. At the discretion of the investigating officer and dependent on the circumstances of the complaint an alternative representative may be allowed e.g. the individual’s legal representative.
  • The investigating officer should consider the involvement of the Sanos Group auditors, the Police or other authorities as appropriate.
  • The allegations should be fully investigated by the investigating officer with the assistance, where appropriate, of other individuals / bodies.
  • A judgement concerning the complaint and validity of the complaint will be made by the investigating officer. This judgement will be detailed in a written report containing the findings of the investigations and reasons for the judgement. The report will be passed to the board as appropriate.
  • The Group CEO will decide what action to take. If the complaint is shown to be justified, then they will invoke the disciplinary or other appropriate procedures.
  • The complainant should be kept informed of the progress of the investigations and, if appropriate, of the final outcome.
  • If appropriate, a copy of the outcomes will be used to enable a review of procedures.

If the complainant is not satisfied that their concern is being properly dealt with by the investigating officer, they have the right to raise it in confidence with the Group CEO or one of the designated persons described above.

If the investigation finds the allegations unsubstantiated and all internal procedures have been exhausted, but the complainant is not satisfied with the outcome of the investigation, Sanos Group recognizes the lawful rights of employees and ex-employees to make disclosures to appropriate authorities.

If in any jurisdictions or locales where Sanos Group operates has whistleblowing protection laws that provide a higher level of protection than what is included in this policy, the local legislation will take precedence.

5. Submitting a report

Whistleblowers can submit reports through the following link:

6. Confidentiality and personal data

A special duty of confidentiality applies to those who handle and investigate reports. All investigations of whistleblower reports are carried out with due respect for maintaining and ensuring independence, confidentiality, data protection and data security. Sanos Group and the third party vendor involved will keep information about the identity of the whistleblower and any persons mentioned in the whistleblower reports confidential to the greatest possible extent.

Personal data and information submitted through the whistleblower scheme is processed for the purpose of establishing a whistleblower scheme in Sanos Group that can be used for reporting potential criminal offences and/or irregularities of major concern to Sanos Group.

The legal basis for processing such personal data follows from Regulation (EU) 2016/679 (“GDPR”), Article 6 (1) on the processing of personal data, Article 9 (2) on the processing of special categories of personal data, and Article 10 on personal data relating to criminal convictions and offences, if it is necessary to process and handle a whistleblower report.

Furthermore companies are subject to any local laws relating to personal data protection of the countries in which they operate.

The personal data processed within the whistleblower reporting channel is retained only for the period necessary to achieve the purposes for which the data are collected unless a legal obligation or another legal ground for longer data retention exists.

Personal data will be deleted after the completion of the initial investigation, if it turns out that the whistleblower report is unfounded. If an actual investigation is initiated on the basis of the whistleblower report, personal data will be deleted within 6 months after the investigation has been completed. Substantiated reports which contain information that may lead to disciplinary, civil or criminal responsibility are kept until the conclusion of the respective proceedings as per the requirements of the applicable law.

If the case is handed over to the police or another relevant authority, the relevant authority will retain the personal data for as long as the case is ongoing. Personal data will be deleted as soon as the case has been settled by the relevant authority.

All reports will be stored securely and the information will be limited to as few people as possible.

Data subjects can forward comments or questions about the processing of personal data to Sanos Group. Further reference is made to Sanos Group’s general personal data policy, with which the duty to provide information under the Personal Data Regulation is handled in relation to the person concerned:

The person whose data is being processed also has the right to submit a complaint with the relevant independent authority that supervises compliance with the rules on protection of personal data in his/her respective country. The complete list of European supervisory authorities can be found at: https://edpb.europa.eu/

If you as a whistleblower provide sensitive personal data about yourself, you must consent to Sanos Group processing this personal data. You consent by answering the question ‘Can we process the sensitive personal data you have provided about yourself in the report?’ with ‘Yes’. You will be asked this question when you submit a whistleblower report.

You must not provide sensitive personal data about anyone other than yourself.

You have the right to withdraw your consent at any time.

The persons subject to an internal investigation must be informed about the investigation as soon as possible, however only at a time where such information may not compromise the investigation or the integrity of the investigation itself.

The person concerned must be informed about (1) who is in charge of the investigation, (2) the facts he/she is under suspicion of, (3) the persons expected to receive information about the investigation and (4) how to exercise his/her rights to access, rectify and delete data.

The Whistleblower Act stipulates a strict duty of confidentiality regarding whistleblower reports and the investigation hereof, a deviation from the right to be informed and the right to access personal data. Thus, there may be restrictions to these rights. Persons concerned have the right to submit a complaint to the Danish Data Protection Agency or to contact Sanos Group.